The Elusive Mask
by misskoifishpony
Summary: Based on an idea by AM Shark (written with her permission) and edited by AM Shark as well. Ever since Fluttershy met the ever-mysterious yet strangely charming Opera Ghost, she can't help but look back on all those rumors whispered by her fellow performers. Rumors about what possible deformities lie underneath her new friend's mask. Cover art by Jaw2002 on Deviantart.


**Author's Note: Miss Koi does not own the musical "The Phantom of the Opera" and the show "My Little Pony", for they both belong to their respective owners and creators. Miss Koi also does not own the POTO song "I remember" and it's lyrics. I would like to dedicate this one-shot to AM Shark on Fimfiction & Fanfiction. Not only was she the creator of this amazing idea, but also the fabulous editor for this piece as Shark some love down in the comments below and thank this person for the existence of this story:D**

When Fluttershy slowly opened her eyes, her senses were overwhelmed with new textures, new smells, new sounds, and new sights. Her face was being caressed by black silk pillows and sheets, and her body was being soothed by red velvet blankets. Her muzzle took in the scents of water residue and mold, wax burning and drying, and the smoke of dying candles. She even got a whiff of ... fragrant old cheese, peppermint, and orange blossoms? Fluttershy shook her head and ignored the odd combination of that last scent.

She slowly drew her head away from the pillows and noticed that a transparent ashy black curtain surrounded the luscious bed. She reached out to pull the curtain aside, but as soon as the tip of her hoof touched it, the transparent fabric evaporated like mist and disappeared without a trace. This made Fluttershy jump slightly and draw her hoof back, causing her to overbalance and accidently fall over the side of the bed. But this fall went longer than most trips off the bed, and the impact she felt landing on the ground was harsh on her body. With shaky newly-wakened legs, she peeled her aching body off the ground. When she tilted her head towards the direction of the supposedly tall bed, she was shocked to find that the bed was on the bedroom ceiling, not on the bedroom floor.

 _But why did it...? Why did it feel like I was right side up?_

Truly, this new world she was in ... was nothing like the world she had left behind.

Suddenly her ears and her mind were being serenaded by the sounds of haunting music echoing off the rocky surface surrounding her. She almost felt hypnotized by its strange melody, and how, despite its unusual rhythm, it still sounded so ... beautiful. The melody consisted of string instruments, chimes, piano, and more, all creating a soft yet deep sound.

The mysterious music lured her outside the bedroom and made her remember what had happened the day before. She sang along with the melody of the organ…

 _I remember there was mist_

 _Swirling mist upon a vast glassy lake_

Once she was outside the bedroom, she finally realized that she was in a vast dark cave. Her head was riddled with questions as to where this cave could be. Was it far from the Opera or close to it? The dark cave's source of light came in the form of small crawling spiders that looked like they were made of white and yellow wax, and carrying tall lit candlesticks on their tiny backs. They were crawling all over the walls and making spider webs out of golden sap and amber with pictures of musical notes engraved in them.

The cave also had a lake, but it was nothing like Fluttershy remembered. It was now checked with black and white squares, like a chess board. Her eyes widened when she saw fish swimming out of the checkered water, and swimming around in the air like they would underwater. The fish even blew out little bubbles like they would underwater. As Fluttershy narrowed her gaze at these magical fish, she noticed that they were all red and their bodies resembled the different chess game pieces. She saw pawn fish, knight fish, and even a couple of queen and king fish.

In awe, Fluttershy continued to sing of her memories…

 _There were candles all around_

 _And on the lake there was a boat_

 _And in the boat, there was…_

As she turned her head away from the candles and the lake, she saw the path outside the bedroom leading to a rocky island along the shore of the checkered lake. The island was covered with splattered yet colorful paint, and desks decorated with crumpled musical sheets and little pony figurines. But what really caught Fluttershy's attention was the giant powerful organ, and ... the figure playing it.

Now she realized that the haunting melody was coming from the organ even though organs didn't usually make music combining the sounds from other instruments. And instead of having its base firmly on the floor, this organ's base was built into the wall of the cave, almost making it look like a spider climbing the wall. The figure gracefully playing his paw and talon over the keys was tall. He had distinct mismatched horns sticking out of the top of his head, and a long black cloak covering most of his back and tail.

It was him ... the Opera Ghost ... the Phantom ... the Angel of Music. Then his name returned to her memories: Discord.

Suddenly Discord stopped playing. He turned his head and spotted Fluttershy. She caught a glimpse of his long grey muzzle, his long white beard, the prominent fang sticking out of his mouth, and last but not least, the white mask that covered the top half of his face and made it difficult for her to read his expression. Before she could get a better look at him, he turned away from her and went back to playing his previous haunting melody.

This gesture drew Fluttershy to Discord instantly. Without even really thinking about it, she fluttered towards him. As she got closer, the sight of his mask reminded her of all those rumors. The rumors spread around by the Opera staff and performers. Some said that there were dark unspeakable horrors hidden underneath the Phantom's cloak and mask. Especially under his mask. Some said that the Phantom's face was deformed beyond measure; so deformed in fact, that his face was no longer that of a pony. Some said that his face was so deformed, it didn't resemble any creature in nature. Some ponies had even said that the Phantom's face was a bare white skull with empty eye sockets.

Fluttershy tried to push these thoughts away. After all, Discord was her friend. He was the spirit of her dearly departed father, her Angel of Music. How could she think such awful things about him?

However, as she got still closer, her curiosity began to get the better of her. She needed to know what was under that mask. As hideous as it might be, at least knowing would be better than this endless speculation. She needed to know for her own sanity, and ... to be closer to him. There was so much that she didn't know about him. He was such a mystery to her, and yet he seemed to know so much about her. Was it so wrong to see the face of the one pony, or in this case angel, that knew her so well?

As Fluttershy was a foot away from Discord, she then sang softly…

 _Who was that shape in the shadow?_

 _Whose is that face in the mask?_

Soon she was fluttering beside Discord's masked face. He still didn't take his gaze away from the organ keys. _He truly is a spirit dedicated to his craft,_ Fluttershy thought to herself.

Then she gently touched the left side of his mask with her hoof. Discord suddenly stopped playing. His eyes widened, and he jerked a little at her touch. Soon her other hoof caressed the other side of his mask. His eyes fluttered shut, he sighed quietly to himself, and leaned the left side of his face into her touch.

Meanwhile Fluttershy slid her right hoof smoothly to the top right corner of Discord's white mask, while her left hoof was on the bottom left corner of the mask. At first she looked for the strings that must be holding the mask on, but she couldn't find any. So, with a small breath in, she started to gently peel the mask from his face, starting from the top.

And ... it didn't work. So she tried again with a bit more force. Yet it still didn't work. She tried peeling the mask from the bottom corners, but that was a failed attempt as well. Each attempt further tested Fluttershy's patience and her temper. With building frustration, she pulled at the corners of the mask with even more force. But it still made no difference. She tried the same gesture again, using all the strength in both of her forelegs to remove the stubborn mask. But the mask mocked her by sticking to its master's fur like glue. Panting heavily and with anger burning in her eyes, she fluttered her wings once more, placed her back legs on the side of the Phantom's neck, and readjusted the position of her front hooves on Discord's mask. She began to pull at the top corners of the mask with her newfound fury, groaning through her gritted teeth.

However, she stopped pulling on the mask when she felt a slight vibration underneath her back hooves and heard a suppressed yet distinct laugh. Fluttershy looked down and saw the cheeky Phantom trying to contain his smile.

Fluttershy blushed a bright shade of red and immediately fluttered off Discord's face, flailing her hooves around, while she hastily explained, "I'm-I'm-I'm s-sorry! Forgive me! I was just...!"

"Sorry?!" Discord burst out laughing. "Sorry she said! Ha-Ha! Oh my dear, you really are too much!"

"Sooo ... you're not mad?" Fluttershy asked, feeling slightly relieved, but also feeling confused.

Discord's laughter soon settled and he answered while wiping the happy tears from his eyes, "Oh, certainly not my dear. More like it flattered me."

"R-Really? H-How so?"

He turned his gaze back to Fluttershy with a mischievous look in his eyes and a devilish smirk on his face. This made Fluttershy feel nervous again and she took a step back. Her eyes were suddenly blinded by a bright white light. When she opened her eyes, she saw Discord's long serpentine body wrapped around her like a boa trapping its prey. This made the sweet pegasus gulp.

Discord brought his muzzle right against her muzzle, still smiling cheerfully. "It's something I like to call hilariously flattering. On the one hoof, just like every pony at my opera, you believed every little campfire story they told you. And naturally, you let your curiosity consume you like a burning flame catching fire in a hornet's nest."

Then Discord pulled his face away from hers and shifted his coils so that he could stretch his neck back around behind her head. He brought his lips to her ear and whispered, " _However..._ "

Fluttershy trembled at the word, and this encouraged the Phantom to bring her closer to him. "The fact that it was you my dear, who was so curious about little ole me ... well, it tickled my fancy knowing that my wonderfully chaotic face consumed your thoughts." Discord loosened his snake-like grip on Fluttershy enough to allow her to sit comfortably in his coils.

With a nervous smile, Fluttershy replied, "Well, I'm so glad that I didn't insult you."

"Oh please," he teased with a wink. "You couldn't insult a mayfly even if you tried."

Fluttershy giggled at his remark, and this light laughter made the draconequus smile lovingly. He suddenly scooped her up out of his coils and twirled her around high in the air, making Fluttershy laugh even more, and soon his own laughter joined in as well.

Once their laughter began to die down, Fluttershy asked, "So ... does this mean that ... maybe ... someday ... you will ... show me your face?"

Discord once again smirked that devilish smirk and raised one of his hairy white eyebrows high. He brought Fluttershy's now-nervous face close to his masked one before replying "And remove myself from the market? Ha! Wouldn't dream of it."

"Oh," said Fluttershy in a disappointed tone.

"Would you like some brunch? Down here, I'm also known as the Angel of Gourmet cooking."

"Actually, I should ... probably go back. Um, before they ... well, you know."

"Oh," Discord replied with a frown. He put Fluttershy back on the ground. "Your loss then. I was just about to serve us a lovely main course."

Discord magically summoned a silver plate, covered by a silver lid. Lifting the lid, he revealed a large white blob of goo that looked like cheese. It appeared to have two eyes and a large mouth. When it opened its large mouth, it let out a squeaking and screeching "Scream! Scream!"

Fluttershy covered her eyes, and immediately closed the lid on this "screaming" main course. Luckily the lid silenced the abominable creature.

Fluttershy recovered by giving Discord a nervous yet polite smile, "Indeed, it truly is a loss. But maybe next time. Okay?"

Discord poofed away the silver plate and shrugged his shoulders slightly. "Suit yourself."

"But before I go, may I ask you something?"

"My dear, my heart is open. Bare and overflowing with my guts and my blood for only you to see."

 _Oh dear,_ Fluttershy pondered to herself, terrified of the imagery that he had just placed in her mind.

Regardless, she shook these thoughts away and asked, "How did I ... end up sleeping on your bed? Sorry, for some reason my memory of yesterday is a little blurry."

"That's because you fainted. Luckily for you, I was there to catch you. Anyway, for some reason you fainted when I showed you this during my big musical number."

Discord reached behind his back and pulled out a life-sized mannequin. But not just any mannequin, it was a mannequin of Fluttershy wearing a wedding gown and veil. Her eyes widened and even twitched when she saw the terrifying model again.

"Oh ... my..." she uttered.

"Personally, I think it captured your features quite nicely."

Then Discord took his eyes away from the Fluttershy bride mannequin in time to see the real Fluttershy fainting. He poofed away the life-sized figurine and caught the pegasus with his tail.

"What? Did I get your muzzle wrong? Be honest."

Ever since the attempted unmasking incident, Fluttershy couldn't help but let the rumors get to her, even as she got to know her Angel of Music more and more each day. She especially couldn't understand his reaction to the whole attempt in the first place. He seemed to take pleasure both in her confusion, and her attempt to understand him. Was it his way of masking his own feelings, or was it rather just the way he usually was? Was he truly a soul that liked to trick others and keep them guessing like a con pony working his trade? Or rather, a sensitive angel that buried his pain underneath a façade of humor?

All that Fluttershy knew was that Discord was not the kind of angel that she was expecting. He certainly didn't embody any of her father's characteristics. She didn't know how to feel or act around him.

Meanwhile, Discord couldn't stand the awkward tension that had grown between him and Fluttershy. Before they had been getting along on the right hoof. All their interactions were mysterious, dark, romantic, and with just the right pinch of chaos. But ever since her attempt to unmask him, things had been still and stale between them. This drove Discord nuts, and not in the most pleasurable way.

He first tried to stir things up by convincing the fools that "managed" his opera to obviously give the leading role to his dear Fluttershy. After all, she deserved it. Certainly more than his opera's current Prima donna Pinkie Pie. That pink puff of a pony was far too immature, far too hyper to be a Prima donna by pony standards. Not to mention, her singing voice skipped over the true melody and lyrics of classic songs. It was like her voice wanted to speed through everything. Besides, for some reason, Discord found her hyperactivity to be strangely disturbing. Her sense of chaos was so different from his, that it felt like she was stepping on his turf, and he didn't appreciate it.

Discord thought Fluttershy would be delighted at such joyous news. But instead, he received a scolding from her.

"Discord! How could you do this?!"

"How could I not, my dear?" the Phantom proudly defended himself, "It was high time I showed those fools who run my opera who the real boss around here was."

"Discord, it isn't right to threaten other ponies!"

"I did not threaten them." Discord poofed some of the letters to the managers into his claw. He brought them close to her face, close enough for her to see they were written in an eerie shade of red. The Opera Ghost gave his friend a mischievous smile. "I simply wrote a couple of very strongly worded letters with some 'red' ink."

Fluttershy shook her head and responded, "Discord, what about Pinkie Pie? Surely you must have realized how this news would upset her."

"Oh, please," Discord groaned while rolling his eyes. "That pony is happy no matter what news they bring her."

"You don't know that for sure! And besides, what about how I feel about this?!"

"But my dearest, I did this for you! This was entirely for your feelings and benefit."

For a moment Fluttershy was speechless. She was overwhelmed with the possibility of being all alone on that stage in front of thousands of ponies. The idea made her heart drop into her stomach and her entire body feel heavy. The memory of terror, sickness, anxiety, and fear of losing her very breath filled her. She was all too familiar with these symptoms, and her mind and body were not ready to go through them again. With a massive effort she reined these thoughts in as she saw the hopeful look in the Phantom's masked eyes.

"Oh, Discord," she sighed, turning to walk away from him. "Sometimes, I wish ... oh, never mind."

Discord watched his friend walk solemnly away into the dimly-lit darkness of his lair. He realized something very important that day about Fluttershy. She was a very trusting and caring pony. She cared so much about the feelings of ponies she barely knew, and she placed so much faith in creatures like him. This new revelation created a heavy knot in his stomach, and made him wonder why she would place so much faith in him to do the right thing. Even though he had never done the right thing before.

Did this faith mean she trusted him? Discord began to wonder why this idea of being trusted made his stomach flutter, and yet at the same time made his heart feel heavy as a stone. How could it be such a liberating and yet at the same time suffocating feeling? Was it happiness or guilt? There was only one way to find out.

One day, while the couple was sitting side-by-side before his organ, Discord remarked, "Fluttershy?"

"Yes, Discord?"

"Do you trust me?"

Fluttershy turned her head towards him with widened eyes. Despite his serious question, he had a small smirk on his masked face and his fingers never moved from the keys.

"W-What?" she stammered.

"I said 'do you trust me?'"

"Can ... can I be honest with you?" she answered nervously.

"But of course," he replied confidently. "I wouldn't want it any other way."

With her head turned away, she replied shyly, "Well, the truth is ... I don't ... completely trust you. But ... I want to."

"Fascinating," he chuckled aloud.

"What is?" Fluttershy turned her attention back to Discord.

"Your answer," he continued to chuckle. "It's utterly straightforward while still trying to be polite. Yet despite this, still very sincere and sweet. I swear my dear, you're too much."

"I'm ... sorry?" She tilted her head to the side.

"No, no. Don't be sorry. I like it when you're too much." He finished this statement with a warm smile.

Fluttershy couldn't help but blush a little both at his comment and his warm smile. It might have been the first time that she had seen him smile like that. Usually his smiles either expressed his dark mischief or sarcastic remarks. But this one was full of sweet warmth and perhaps ... kindness.

"Do ... a lot of ponies not trust you?" she asked.

"Are you kidding?" he snorted. "No pony trusts me!"

"Oh, that's awful!" Fluttershy gasped, bringing her front hooves close to her mouth.

"It's not so bad."

"Not so bad?! How can you say that?! It means that you're ... that you're..." Then she mumbled under her breath, "lonely..."

"But I'm not," he answered softly. "You're here, aren't you?"

He chuckled gently when he saw his beloved blush so brightly it rivaled the light of the candles. So red, so vibrant, such an expression was both sweet and humorous. She tried hiding it from him, but it was no use.

Discord stopped playing, closed his eyes, and smiled. "Looks like you've succeeded my dear."

"Huh?"

Discord opened his eyes and turned his gaze back toward hers. Her precious blush was fading from her face and her eyes were begging for his explanation.

"You've succeeded in winning my trust. Against all odds. Well played Fluttershy, well played."

"But ... but how?"

"Does it matter how?"

"Well, no. I suppose not, but ... I just ... don't understand."

"Don't worry, you'll get it eventually. But for now, your reward."

"My reward?"

Suddenly Discord lowered his face toward hers. He placed his head below her eyelevel and took Fluttershy's small hooves into his paw and talon. He slowly guided her hooves to the sides of his mask and said in a cheeky tone, "Go ahead. Take a peek."

"Are ... are you sure? I mean, I don't want to..."

"Don't worry, I trust you. Believe me, if I didn't, you would be ... well ... sleeping with the chess piece fish so to speak."

This made Fluttershy gulp nervously. "Um, alright. If you insist."

She couldn't believe it. He was actually allowing her to do it. She had begun to lose all hope that he would ever open up to her. Yet here he was. Willing, calm, and looking almost peaceful with his eyes closed. Her hooves trembled as they caressed the sides of the white mask. Especially after Discord withdrew his paw and claw from her hooves. Despite how kind and gentle Discord could be, she feared that seeing his face would change all that. She may not be a shallow pony, but she was a cowardly pony; a pony afraid of monsters, ghosts, the darkness, and sometimes even her own shadow. She didn't want to lose Discord because of her cowardice. Fluttershy began to regret each and every rumor she had ever heard at the Opera.

Discord, sensing her hesitation to do the unmasking on her own, stopped the trembling in her hooves by placing his hands over them once more, and together they worked to slowly remove the mask.

Fluttershy closed her eyes tightly and kept them closed during the unmasking. After a long moment of silence, she hesitantly opened her left eye. At the sight of Discord's face, not only did both her eyes immediately widen, but her jaw dropped to the floor.

Discord's face was not deformed! Not in the slightest!

"Surprise!" Discord cheered, opening both his eyes and bringing his trollish smile right in front of Fluttershy's awestruck gaze.

Discord laughed hysterically while Fluttershy was speechless and completely dumbfounded.

"But..." she stuttered. "But you said it ... that it was ... that it was..."

"Ah ah," he tsked, waving his pointer lion claw in her face. "I never said that my handsome face was deformed, just simply wonderfully chaotic. And it is. Just look at it." He then poofed a handheld golden mirror into his talon and admired his reflection with a smile.

"But why wear a mask if you don't need to?"

"Elementary my dear Fluttershy."

Suddenly Fluttershy was in a large finely-built armchair. A fragile china teacup filled with hot black tea magically appeared in her hooves and she was dressed in a grey suit with a bowler hat on her head. She scratched her chin and was surprised to find short facial hair surrounding her mouth. Before she could utter a word, another armchair poofed into existence across from her and a table appeared between the two chairs. Discord appeared in the armchair across from Fluttershy, wearing a short brown plaid cape and a detective cap on his head. He also had a china teacup full of black tea and a smoker's pipe in his mouth. However, instead of blowing out smoke, the pipe blew out little flying eyeballs with bat wings. These strange little creatures made Fluttershy scoot back into her seat, trying to stay far away from their gaze as they fluttered through the air.

Discord continued cheerfully with, "Simple but pure chaotic elementary." He magically summoned a small china saucer into his claw and dipped it into the tea like a biscuit. Once he soaked the tip of it with tea, he chomped on the saucer.

"I uh ... I'm afraid that I still don't understand." Fluttershy replied hesitantly, not taking her terrified eyes off the fluttering eyeballs that were flying past her head.

"A Phantom, like myself, is a creature that thrives on chaos. And what better chaos is there than the kind that forms from mystery? Mystery can create all sorts of wonderful things like confusion, anarchy, and passion. But the greatest part about the mystery, at least for me, is when you get to pull the strings and be at the center of it all! Kind of like a puppet show."

Discord emphasized his point by poofing some wooden string puppets into his hands, and moving the puppets about by wiggling his fingers around. As Fluttershy stared at the puppets dangling from his claws, an unsettling feeling began to well up in her stomach. She began to wonder if she was…

"So the ponies of your opera are nothing more than your puppets?"

"Corrrrect!"

"So that means ... I'm your puppet."

"Exact—What?! No! Nonono! Of course not!"

Discord quickly made the chairs, the tea, and the new outfits go away. He knelt down before Fluttershy and placed his hands on her shoulders, his expression both tender and worried as he gazed down at her miserable face.

"You are certainly _not_ a puppet to me."

"Then what am I to you?" she murmured, still not looking at him.

"Why, you're my dear and wonderful Fluttershy of course," he assured her with a soft smile.

"But what does that even mean?!" she shouted, raising her confused and furious eyes toward him. However the anger drained out of her when she saw how genuinely surprised he looked at her reaction and she hung her head in shame, feeling horrible for raising her tone.

But then he cupped her chin tenderly in his paw and lifted her face back toward his.

"Being my wonderful and dear Fluttershy means that you're ... well ... it's almost hard for me to explain because ... I never had somepony to call my own ... in a way. I suppose the best way to put it is that ... you're the flutter to my chaos. You're the voice to my melody. You're the confidant that I never knew I needed to converse with. You're the Fluttershy I never knew I needed to converse with."

Fluttershy's face flushed slightly as his index talon brushed a strand of her long hair away from her eyes.

"I guess," he continued. "What I'm trying to say is there's something irreplaceable about you, my dear. There's something utterly unique, and I hardly expected such uniqueness in another creature besides myself. And that, I hate to admit, makes me strangely long for some of your approval in what I do."

"Why?" Fluttershy asked softly.

"Approval from another unique creature sounds utterly satisfying for me." he answered with a soft yet all-knowing smile.

"Is that why you showed me your true face Discord? The real reason?"

"Ding Ding Sherlock."

Discord then poofed up the plaid detective cap he had worn before and placed it on top of Fluttershy's head. This gesture made the young pegasus giggle and Discord couldn't help but smile at the sound. Not only was it a sign of their fight ending, but it was also adorable. In a very Fluttershy way.

"Although," Discord added as his mask poofed into his hand. "I did have another reason for wearing this mask apart from trying to stir up an air of mystery."

"Oh, and what's that?"

"Just the fact that it's terribly comfortable. I should think everypony will be wearing one in the future, don't you?"


End file.
